Res-2019-192 PSA PFM Financial - Laserfiche WebLink

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status is required pursuant to the IIUvL-\ exemption, as interpreted from time to time by the SEC). Client acknowledges and agrees that any reference to PFM, its personnel and its role as 11Uv1A, including in the written representation of Client required under SEC Rule 15Ba1-1 (d)(3)(vi)(B) shall be subject to prior approval by PFM. Client further agrees not to represent that PFM is Client's IR1v1A with respect to any aspect of a municipal securities issuance or municipal financial product, outside of the scope of services without PFM's prior written consent. 2. MSRB Rule G-42 requites that municipal advisors make written disclosures to its Clients of all material conflicts of interest and certain legal or disciplinary events. Such disclosures are provided in Pfl1's Disclosure Statement delivered to Client together with this Agreement. IV. FINANCIAL ADVISORY COMPENSATION For the services provided under this Agreement, PFM's professional fees shall be paid as provided in Exhibit B to this Agreement and Client shall pay expenses and fees for other sen•ices not set forth in Ex hib ir A as provided below. 1. Rdmbursnble Expense§ In addition to fees for services, PFM will be reimbursed for necessary, reasonable, and documented out-of-pocket e:i..-penses incurred, including travel, meals, lodging, telephone, mail, and other ordinary cost and any actual extraordinary cost for graphics, printing, data processing and computer time which are incurred by PFM. The Client will be responsible for expenses of third- parties providing separate services, including bond rating agencies, bond counsel, official statement distribution, and fiscal agent or refunding agents. Upon request of Client, documentation of such expenses will be provided. 2 . QJher Services Any services which are not included in the scope of services set forth in E xhibi1 A of this Agreement will be subject to separate, mutually acceptable fee structures. IV. TERMS AND TERMINATION This Agreement shall be effective upon execution until December 31, 2017 (the "Initial Term") and may renew for additional 2 year periods (each a "Renewal Term" and together with the Initial Term, the "Term"). This Agreement shall remain in effect unless canceled in writing by either party upon thirty (30) days written notice to the other party. V. ASSIGNMENT PFM shall not assign any interest in this Agreement or subcontract any of the work performed under the Agreement without the prior written consent of the Client; provided that upon notice to Client, PThl may assign this Agreement or any interests hereunder to a municipal advisor entity registered with the SEC that directly or indirectly controls, is controlled by, or is under common control \vith, PF1v!. 2